Vend Developer Program Terms

Thanks for your interest in Vend’s Developer Platform! These Vend Developer Terms (these “Terms”) are a binding agreement between you (“you” or “Developer”) and Vend Limited (New Zealand company number 2212542) and any of our related companies (“Vend”, “we” or “us”) and govern your use of our Developer Platform. If you are entering into these Terms on behalf of a company, organization or another legal entity, then “you” or “Developer” refers to that entity, and you represent and warrant that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms or use or access the Developer Platform. Vend may modify these Terms from time to time, subject to Section 19 (Changes to Terms) below.

By clicking on “I agree” (or a similar button) or by using or accessing the Developer Platform, you agree to be bound by these Terms.

1 How These Terms Apply

These Terms apply if you use the Developer Platform to enable an application or service you operate (an “Add-On”) to integrate with Vend’s proprietary cloud service and related applications (the “Vend Service”). Any use of the Vend Service itself remains subject to the separate terms you’ve entered into for your subscription to the Vend Service (the “Vend Terms”). “Developer Platform” means Vend’s APIs, personal tokens, developer credentials and other tools or services allowing developers to interface with the Vend Service, as may be updated or modified from time to time.

2 Registration

To use the Developer Platform, you must complete any registration requirements established by Vend. You must keep any Developer credentials confidential, and not share them with any third parties.

3 Use of Developer Platform

Subject to these Terms, you may use the Developer Platform to enable your Add-On to integrate with the Vend Service. All of your use rights in these Terms (including rights to use Vend Marks below) are limited, non-exclusive, non-sublicensable, non-transferable and revocable, and you may only use the Developer Platform in accordance with the Developer Policies (as defined below). You may permit your agents and contractors to exercise your rights on your behalf, provided you remain responsible for their compliance with these Terms.

4 Developer Policies

These Terms incorporate the then-current version of Vend’s Developer Platform documentation (currently available here), security requirements (currently available here) (“Security Requirements”) and any other linked or referenced Vend terms (collectively, the “Developer Policies”).

5 Approval

Your participation as a Developer and each Add-On are subject to Vend’s ongoing approval in its sole discretion. We reserve the right to test Add-Ons for security, performance and other criteria, and you agree to provide us with access to your Add-Ons and other reasonably requested information at any time upon request. We may change our approval processes or any user or activation level threshold for approval at any time.

6 Access Limits

Vend may monitor your use of the Developer Platform and, from time to time, may place limits on access to the Developer Platform (e.g., limits on numbers of calls per end user account).

7 Listings on the Vend Service

Vend may make available Add-On listings or other features allowing end users to discover or enable Add-Ons on the Vend Service or Vend websites (“Listings” and its variants). To submit your Add-on for Listing, you must provide Vend with your product description, icons, Your Marks and related materials that we reasonably request (collectively, “Add-On Package”).

a. Vend Rights. If Vend approves your Add-On for Listing, then you hereby grant Vend a worldwide, non-exclusive license to (i) list, promote and market the availability of your Add-On in connection with the Vend Service, Vend websites and related marketing materials, including rights to use, format, copy, distribute publicly perform and display your Add-On Package; and (ii) create screenshots and excerpts of your Add-On’s usage with the Vend Service. For clarity, Vend retains sole discretion and control over the placement, look and feel of any approved Listings.

b. Removals. You may request that we remove your Listing at any time by contacting [email protected]. We will use commercially reasonable efforts to promptly remove the Listing following receipt of your request. You agree to cooperate as requested by Vend regarding end user transition and communications. In addition to its other rights, Vend may temporarily or permanently take-down any Listing (and disable any Add-Ons) in its discretion, without notice or liability to you.

8 Restrictions

You may only use the Developer Platform as permitted in these Terms. You will not (and will not permit anyone else to): (a) access the Developer Platform except through personal tokens and credentials we provide; (b) attempt to circumvent any of the Developer Platform’s access or usage limits; (c) sublicense, sell or grant third parties access to the Developer Platform or any end user account, other than permitted use by your agents or contractors in Section 3 (Use of Developer Platform); (d) use the Developer Platform for competitive purposes or to operate Add-Ons that substantially replicate features of the Vend Service; (e) reverse engineer, modify or create derivative works of the Developer Platform; (f) make calls to the Developer Platform not driven by bona fide end user requests (except for reasonable testing); (g) publish benchmarks or performance information about the Developer Platform; (h) test the capabilities or security of the Developer Platform or Vend Service or disrupt their integrity or performance; (i) use the Developer Platform for any unlawful, infringing or offensive purpose or (j) use the Developer Platform with any Add-On that constitutes spyware, adware or malicious code or send any malicious code to the Developer Platform or Vend Service.

9 Use of Marks

a. Vend Marks. Subject to these Terms, you may use the appropriate Vend names, logos and other trademarks as designated in the Vend Brand Guidelines, currently available here (“Vend Marks”) solely to promote your Add-On’s availability for use with the Vend Service. For clarity, you may not use Vend Marks to imply that Vend endorses your Add-Ons or give your Add-On a name or branding that includes the word “Vend”. Your use of Vend Marks must comply with the Vend Brand Guidelines and (without limiting Vend’s other termination rights) you must promptly cease any use of Vend Marks we identify as problematic. You receive no other rights to Vend Marks under these Terms. All goodwill arising from use of Vend Marks belongs to Vend.

b. Your Marks. Vend may (but is not obligated to) use your name, logos and other trademarks (including those related to your Add-Ons) (“Your Marks”) to identify you as a Vend developer and to promote your Add-Ons, the Developer Platform and the Vend Service. Vend receives no other rights to Your Marks under these Terms. All goodwill arising from use of Your Marks belongs to you. These rights (and if applicable Vend’s rights in Section 7.a (Vend Rights)) are sublicensable through multiple tiers, including Vend’s affiliates, contractors and marketing partners, and may be exercised in connection with the Vend Service, the Developer Platform and in related marketing and promotion, in any form or media.

10 Your Responsibilities

a. Your Add-Ons and End Users. You are solely responsible, at your own expense, for your Add-Ons (including their operation and support) and your relationships and agreements with end users regarding your Add-Ons.

b. Support. You will provide end users with reasonable telephone, web-based and/or email support during normal business hours and maintain your Add-Ons in accordance with any service level agreements we might reasonably require from time to time. You will also provide Vend with a current email address to which Vend may direct end user inquiries about your Add-Ons and designate a support contact (name and email address) for Vend personnel. For clarity, Vend has no obligation to provide any end user support for Add-Ons.

c. End User Data. An end user may enable you or your Add-On to access elements of its Vend account and/or certain of its data, content or information within the Vend Service (collectively, “End User Data”). You may access End User Data only to the extent enabled and authorized by the end user, solely on the end user’s behalf and as necessary to provide your Add-Ons to that end user. You will ensure that all End User Data is collected, processed, transmitted, maintained and used in accordance with (i) your agreement with the end user, a legally adequate privacy policy, and appropriate notices to and consents from end users, (ii) all laws, rules, regulations or orders, including those relating to data privacy, data transfer, international communications or the export of technical or personal data (“Laws”) and (iii) industry-standard technical, administrative and physical security measures that protect the security and privacy of all End User Data and meet the Security Requirements.

d. Minimum Terms. Your agreement with end users will expressly disclaim any liability on Vend’s part for any losses or damages suffered by end users in connection with your Add-On. Your privacy policy will clearly explain (i) what personal information your Add-On collects, (ii) how you collect and use personal information, (iii) with whom you intend to share personal information, (iv) in which country or countries personal information will be stored, (v) any other details required to be disclosed under applicable privacy Laws and (v) that you – and not Vend – are responsible for safeguarding the personal information you collect.

e. Vend Customer Terms. Use of the Vend Service requires each end user to enter into Vend Terms. You will not facilitate or encourage any end user to violate the Vend Terms. If Vend receives any data from you or your Add-Ons on an end user’s behalf, that data will be subject solely to the Vend Terms with the applicable end user, and such data will no longer be subject to your own terms with the end user.

f. Fees. You may not directly or indirectly charge end users for use of, or access to, the functionality of the Developer Platform. If you charge any fees for your Add-Ons, you are solely responsible for collecting those fees. For clarity, these Terms grant you no right to distribute or resell the Developer Platform.

g. Your Representations and Warranties. You represent and warrant that (i) you have full power and authority to enter into and perform these Terms and to exploit your Add-Ons without violating any other agreement; (ii) your Add-Ons and their use will not violate any Laws or third party rights (including intellectual property rights, and rights of privacy or publicity), and you will notify Vend if your Add-ons become subject to any claim or complaint regarding violation of Laws or third party rights; (iii) all information you provide to Vend is and will be true, accurate and complete (and you will keep such information up-to-date). You agree not to (A) suggest any affiliation with Vend (including that Vend sponsors, endorses or guarantees your Add-Ons) except for the relationship expressly contemplated in these Terms and (B) make any representations, warranties or commitments on Vend’s behalf or regarding the Developer Platform or Vend Service.

h. Indemnification. You will indemnify, defend (at Vend’s request) and hold harmless Vend and its affiliates and their respective directors, officers, employees, agents, contractors, end users and licensees from and against any claims, losses, costs, expenses (including reasonable attorneys’ fees), damages or liabilities based on or arising from (i) your Add-Ons, (ii) your relationships or interactions with any end users or third party distributors of your Add-Ons, or (iii) your breach or alleged breach of these Terms. Vend may at its own expense participate in the defense and settlement of any claim with its own counsel, and you may not settle a claim without Vend’s prior written consent (not to be unreasonably withheld).

11 Ownership

Vend does not claim ownership of your Add-Ons and you reserve all rights not expressly granted in these Terms. Vend and its licensors retain all ownership and other rights (including all intellectual property rights) in the Developer Platform. Providing feedback, comments, or suggestions about the Developer Platform (“Feedback”) to Vend is wholly voluntary. Vend may freely use or exploit Feedback for any purpose.

12 Support; Changes to Developer Platform

Vend has no obligation to provide any maintenance or support for the Developer Platform (or to end users of your Add-Ons) or to fix any errors or defects. From time to time, Vend may change the Developer Platform. Future versions of the Developer Platform may not be compatible with your Add-Ons developed using previous versions. Vend typically makes these changes as part of its overall developer program and is unable to provide notice of the changes to developers individually. Vend will have no liability resulting from the actions described in this Section.

13 Termination and Suspension

These Terms remain in effect until terminated.

a. By Developer. Developer may terminate these Terms at any time by ceasing all use of the Developer Platform.

b. By Vend. Vend may terminate or suspend these Terms or your access to the Developer Platform (in whole or in part): (i) for no reason or any reason upon seven (7) days’ notice to you and (ii) immediately if you breach any provision of these Terms, if Vend is required to do so by Laws, if Vend ceases offering the Developer Platform, in case of any security breach or other concern under the Security Requirements, or if Vend otherwise determines in its discretion that such action is necessary to avoid harm, liability or reputational damage to Vend, the Developer Platform or Vend Service, or any end user.

c. Effect of Termination. Upon any termination, (i) your rights to use the Developer Platform and Vend Marks will immediately terminate and you will cease all such use, (ii) you will return or destroy all Confidential Information (as requested by Vend) and (iii) Sections 9.b (Your Marks), 10 (Your Responsibilities), 11 (Ownership) and 13 (Termination and Suspension) through 22 (General) will survive. After termination, you will have no further access to any data or content that you submitted to Vend relating to the Developer Platform.

d. No Obligation or Liability. Vend will have no obligation or liability resulting from termination, suspension or disablement as contemplated in Section 7.b (Removals) or this Section 13.

14 Disclaimer of Warranties

TO THE FULL EXTENT PERMITTED BY LAW, THE DEVELOPER PLATFORM IS PROVIDED “AS IS” AND “WITH ALL FAULTS” AND VEND AND ITS THIRD-PARTY LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. VEND MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE RELATED TO AVAILABILITY, RELIABILITY, ACCURACY, COMPLETENESS, PERFORMANCE OR QUALITY OF THE DEVELOPER PLATFORM, THAT VEND WILL CONTINUE TO OFFER ANY DEVELOPER PLATFORM OR THAT USE OF ANY DEVELOPER PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR MEET DEVELOPER’S REQUIREMENTS OR EXPECTATIONS. You may have other statutory rights, in which case the disclaimers above will apply to the full extent permitted by law.

15 Limitations of Liability

TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT WILL VEND BE LIABLE (i) FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR LOST DATA), EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR (ii) IN ANY EVENT, FOR ANY DAMAGES OR LIABILITIES EXCEEDING ONE HUNDRED NEW ZEALAND DOLLARS ($100). NOTWITHSTANDING ANYTHING TO THE CONTRARY, VEND HAS NO WARRANTY, INDEMNIFICATION OR OTHER OBLIGATION OR LIABILITY WITH RESPECT TO YOUR ADD-ONS OR THEIR COMBINATION, INTERACTION OR USE WITH ANY DEVELOPER PLATFORM OR VEND SERVICE. You acknowledge and agree that this Section 15 reflects a reasonable allocation of risk and will apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, and that Vend would not enter into these Terms without these liability limitations. This Section will survive notwithstanding any limited remedy’s failure of essential purpose.

16 Vend Confidential Information

Any non-public elements of the Developer Platform and any other information disclosed by Vend that is marked as confidential or proprietary or that should reasonably be understood to be confidential or proprietary from the circumstances of disclosure is “Confidential Information.” Confidential Information does not include any information that: (a) is or becomes generally known to the public; (b) was known to you before its disclosure by Vend; or (c) is received from a third party, in each case without breach of an obligation owed to Vend or anyone else. You will (i) maintain Confidential Information in confidence (using at least the same measures as for your own confidential information, and no less than reasonable care) and not divulge it to any third party and (ii) only use Confidential Information to fulfill your obligations under these Terms. If you are compelled by law to disclose Confidential Information, you must provide Vend with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if Vend wishes to contest the disclosure. In the event of actual or threatened breach of this Section 16, Vend will have the right, in addition to any other remedies available to it, to seek injunctive relief to protect its Confidential Information, it being specifically acknowledged by the parties that other available remedies may be inadequate.

17 Independent Development; Information You Provide Not Confidential

Vend develops its own products and services and works with many other vendors and developers, and either Vend or these third parties could in the future develop (or already have developed) products similar to yours. You should not provide to Vend any information that you consider confidential and you agree that Vend is not subject to any confidentiality obligations or use restrictions related to information that you may provide to Vend. You expressly agree that nothing in these Terms limits Vend’s right to develop, or have developed, products, concepts, systems or techniques that are similar to or compete with any of your Add-Ons or anything contemplated by or embodied in information you disclose to Vend. For clarity, however, this Section in itself does not grant Vend any license under your intellectual property rights.

18 Usage Data

In addition to Vend’s other rights, Vend may collect certain data and information regarding your use of the Developer Platform, including data about your data pulls or requests, your Add-Ons, and the end user accounts that you access (“Usage Data”). We may use and exploit Usage Data for any purpose in connection with operating, improving and supporting the Developer Platform.

19 Changes to Terms

Vend may modify these Terms from time to time. Vend will use reasonable efforts to notify you of modifications as provided in Section 20 (Notices). You may be required to click through the modified Terms to show your acceptance and in any event your continued use of the Developer Platform after the modification constitutes your acceptance to the modifications. If you do not agree to the modified Terms, your sole remedy is to terminate your use of the Developer Platform as described in Section 13 (Termination and Suspension).

20 Notices

Vend may provide you with notices and communications at your email or physical address on file, through our website (including through publication on the Vend Developer Community page, currently available here), or other reasonable means. Any notices or communications to Vend must be sent to [email protected].

21 Export

The Developer Platform may be subject to export restrictions by the United States government and import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in your use of the Developer Platform. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.

22 General

These Terms are the parties’ entire agreement and supersede any prior or contemporaneous agreements relating to its subject matter. Except as set forth in Section 18 (Changes to Terms), all amendments or modifications must be in writing and signed by both parties. The words “including” and similar terms are to be construed without limitation. Failure to enforce any provision is not a waiver and all waivers must be in writing. If any provision is found to be unenforceable it (and related provisions) will be interpreted to best accomplish its intended purpose. Developer may not assign, transfer or delegate any right or obligations under these Terms and any non-permitted assignment is void. Vend may assign these Terms and its rights and obligations to any of its affiliates or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities to which these Terms relate. The parties are independent contractors and these Terms do not create any agency, partnership, or joint venture. These Terms will be governed by and construed under the laws of New Zealand. The parties consent to the exclusive jurisdiction and venue of the courts located in and serving New Zealand. Vend will not be liable to Developer for any delay or failure to perform any obligation under these Terms if the delay or failure is due to unforeseen events that are beyond its reasonable control. The Developer Platform is commercial computer software. If the user or licensee of such technology is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure or transfer of such technology, or any related documentation of any kind, including technical data and manuals, is restricted by these Terms in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Developer Platform was developed fully at private expense. All other use is prohibited.